QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 25, 2010

OR

( )

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from
to

Commission File Number 0-00981

PUBLIX SUPER MARKETS, INC.

(Exact name of Registrant as specified in its
charter)

Florida

59-0324412

(State of incorporation)

(I.R.S. Employer Identification No.)

3300 Publix Corporate Parkway

Lakeland, Florida

33811

(Address of principal executive offices)

(Zip code)

Registrants
telephone number, including area code: (863) 688-1188

Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes X No

Indicate by check mark whether the Registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the Registrant was required to submit and post such files).

Yes X
No

Indicate by check mark whether the
Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.

The accompanying unaudited condensed consolidated financial statements of Publix Super Markets, Inc. and subsidiaries (the Company) have been prepared in accordance with U.S. generally accepted accounting
principles (GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial reporting. Accordingly, the accompanying statements do not include all of the information and notes required by GAAP for complete
financial statements. In the opinion of management, these statements include all adjustments that are of a normal and recurring nature necessary to present fairly the Companys financial position, results of operations and cash flows. Due to
the seasonal nature of the Companys business, the results of operations for the three and nine months ended September 25, 2010 are not necessarily indicative of the results for the entire 2010 fiscal year. These condensed consolidated
financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Companys Annual Report on Form 10-K for the year ended December 26, 2009.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from those estimates.

Certain 2009 amounts have been reclassified to conform with the 2010 presentation
in the condensed consolidated balance sheets primarily due to the adoption of an amendment to the standard of accounting for Variable Interest Entities (VIE).

(2)

New Accounting Standards

Recently Adopted Standards

In January 2010, the
Financial Accounting Standards Board (FASB) issued an amendment to the standards of accounting for fair value measurements and disclosures. This amendment required expanded disclosures about the different classes of assets and liabilities measured
at fair value, the transfers between Level 1 and Level 2 fair value measurement categories and the valuation techniques and inputs used to determine the fair value of assets and liabilities classified in Level 2 and Level 3 measurement categories.
The adoption of this amendment during the quarter ended March 27, 2010 did not have an effect on the Companys financial condition, results of operations or cash flows.

In June 2009, the FASB issued a new standard that changed the definition of a VIE, contained new criteria for determining
the primary beneficiary of a VIE, required enhanced disclosures to provide more information about a companys involvement in a VIE and increased the frequency of required reassessments to determine whether a company is the primary beneficiary
of a VIE. The adoption of this standard during the quarter ended March 27, 2010 resulted in the consolidation of certain joint ventures (JV) in which the Company has a controlling financial interest. The Company is considered to have a
controlling financial interest in a JV when it has (1) the power to direct the activities of the JV that most significantly impact the JVs economic performance and (2) the obligation to absorb losses or the right to receive benefits
from the JV that could potentially be significant to such JV. The adoption of this standard did not have a material effect on the Companys financial condition, results of operations or cash flows (see Note 5).

6

PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(3)

Fair Value of Financial Instruments

The fair value of certain of the Companys financial instruments, including cash and cash equivalents, trade
receivables and accounts payable, approximate their respective carrying amounts due to their short-term maturity.

The fair value of available-for-sale (AFS) securities are based on market prices using the following measurement categories:

Level 1  Fair value is determined by using quoted prices in active markets for identical investments. AFS securities
that are included in this category are primarily equity securities.

Level 2  Fair value is determined by
using other than quoted prices. By using observable inputs (for example, benchmark yields, interest rates, reported trades and broker dealer quotes), the fair value is determined through processes such as benchmark curves, benchmarking of like
securities and matrix pricing of corporate and municipal bonds by using pricing of similar bonds based on coupons, ratings and maturities. In addition, the value of collateralized mortgage obligation securities are determined by using models to
develop prepayment and interest rate scenarios for these securities which have prepayment features. AFS securities that are included in this category are primarily debt securities (tax exempt and taxable bonds).

Level 3  Fair value is determined by using other than observable inputs. Fair value is determined by using the best
information available in the circumstances and requires significant management judgment or estimation. No AFS securities are currently included in this category.

Following is a summary of fair value measurements for AFS securities as of September 25, 2010 and December 26,
2009:

Fair

Value

Level 1

Level 2

Level 3

(Amounts are in thousands)

September 25, 2010

$

3,029,952

183,293

2,846,659



December 26, 2009

2,197,031

189,053

2,007,978



(4)

Investments

All of the Companys debt and equity securities are classified as AFS and are carried at fair value. The Company evaluates whether AFS securities are other-than-temporarily impaired (OTTI) based on
criteria that include the extent to which cost exceeds market value, the duration of the market decline, the credit rating of the issuer or security, the failure of the issuer to make scheduled principal or interest payments and the financial health
and prospects of the issuer or security.

Declines in the value of AFS securities determined to be OTTI are
recognized in earnings and reported as other-than-temporary impairment losses. Debt securities with unrealized losses are considered OTTI if the Company intends to sell the debt security or if the Company will be required to sell the debt security
prior to any anticipated recovery. If the Company determines that a debt security is OTTI under these circumstances, the impairment recognized in earnings is measured as the difference between the amortized cost and the current fair value. A debt
security is also determined to be OTTI if the Company does not expect to recover the amortized cost of the debt security. However, in this circumstance, if the Company does not intend to sell the debt security and will not be required to sell the
debt security, the impairment recognized in earnings equals the estimated credit loss as measured by the difference between the present value of expected cash flows and the amortized cost of the debt security. Expected cash flows are discounted
using the debt securitys effective interest rate. An equity security is determined to be OTTI if the Company does not expect to recover the cost of the equity security.

7

PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Declines in the value of AFS securities determined to be temporary are reported, net of tax, as other comprehensive losses and included as a component of stockholders equity.

Interest and dividend income, amortization of premiums, accretion of discounts and realized gains and losses on AFS
securities are included in investment income. Interest income is accrued as earned. Dividend income is recognized as income on the ex-dividend date of the stock. The cost of AFS securities sold is based on the specific identification method.

Following is a summary of investments classified as AFS as of September 25, 2010 and December 26,
2009:

AmortizedCost

GrossUnrealizedGains

GrossUnrealizedLosses

FairValue

(Amounts are in thousands)

September 25, 2010

Tax exempt bonds

$

1,824,902

27,525

694

1,851,733

Taxable bonds

941,139

24,208

1,016

964,331

Equity securities

171,869

46,565

4,546

213,888

$

2,937,910

98,298

6,256

3,029,952

December 26, 2009

Tax exempt bonds

$

1,193,775

20,210

598

1,213,387

Taxable bonds

772,399

10,383

3,304

779,478

Equity securities

151,294

55,080

2,208

204,166

$

2,117,468

85,673

6,110

2,197,031

Realized gains on sales of AFS securities totaled $6,743,000 and $5,123,000 for the three
months ended September 25, 2010 and September 26, 2009, respectively, and $22,492,000 and $15,444,000 for the nine months ended September 25, 2010 and September 26, 2009, respectively. Realized losses on sales and OTTI of AFS
securities totaled $1,875,000 and $423,000 for the three months ended September 25, 2010 and September 26, 2009, respectively, and $2,539,000 and $27,655,000 for the nine months ended September 25, 2010 and September 26, 2009,
respectively. There were no OTTI losses on equity securities for the three months ended September 25, 2010 and September 26, 2009 and for the nine months ended September 25, 2010. The Company recorded OTTI losses on equity securities
of $19,283,000 for the nine months ended September 26, 2009. There were no OTTI losses on debt securities for the three and nine months ended September 25, 2010 and September 26, 2009.

8

PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The
amortized cost and fair value of debt and equity securities classified as AFS as of September 25, 2010 and December 26, 2009, by expected maturity, are as follows:

September 25, 2010

December 26, 2009

AmortizedCost

FairValue

AmortizedCost

FairValue

(Amounts are in thousands)

Due in one year or less

$

262,523

265,196

109,290

110,499

Due after one year through five years

1,475,644

1,500,135

934,195

946,971

Due after five years through ten years

307,746

312,481

150,839

153,506

Due after ten years

720,128

738,252

771,850

781,889

2,766,041

2,816,064

1,966,174

1,992,865

Equity securities

171,869

213,888

151,294

204,166

$

2,937,910

3,029,952

2,117,468

2,197,031

Following is a summary of temporarily impaired AFS securities by the time period impaired as
of September 25, 2010 and December 26, 2009:

Less Than

12 Months

12 Months

or Longer

Total

FairValue

UnrealizedLosses

FairValue

UnrealizedLosses

FairValue

UnrealizedLosses

(Amounts are in thousands)

September 25, 2010

Tax exempt bonds

$

142,920

693

54

1

142,974

694

Taxable bonds

36,869

251

5,410

765

42,279

1,016

Equity securities

22,123

3,662

3,946

884

26,069

4,546

Total temporarily

impaired AFS securities

$

201,912

4,606

9,410

1,650

211,322

6,256

December 26, 2009

Tax exempt bonds

$

108,628

598





108,628

598

Taxable bonds

202,633

1,452

10,774

1,852

213,407

3,304

Equity securities

17,306

2,208





17,306

2,208

Total temporarily

impaired AFS securities

$

328,567

4,258

10,774

1,852

339,341

6,110

There are 142 AFS securities contributing to the total unrealized loss of $6,256,000 as of
September 25, 2010. Unrealized losses related to debt securities are primarily driven by market volatility impacting the market value of certain bonds. The Company continues to receive scheduled principal and interest payments on these debt
securities. Unrealized losses related to equity securities are primarily driven by stock market volatility.

9

PUBLIX SUPER MARKETS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(5)

Consolidation of Joint Ventures

From time to time, the Company enters into JVs, in the legal form of limited liability companies, with certain real estate developers to partner in the development of shopping centers with the Company as
the anchor tenant. The JVs are financed with capital contributions from the members, loans guaranteed by the members and/or with the cash flows generated by the shopping centers once in operation.

Generally, all major decision making in the Companys JVs is shared between all members. In particular, the use and
sale of JV assets, business plans and budgets are generally required to be approved by all members. Management and other fees paid by the JV to a member are nominal and believed to be at market.

The Company evaluates these JVs using specific criteria to determine whether the Company has a controlling financial
interest and is the primary beneficiary of the JV. Factors considered in determining whether the Company is the primary beneficiary include risk and reward sharing, experience and financial condition of the other JV members, voting rights,
involvement in day to day capital and operating decisions and each members influence over the shopping centers economic performance.

The consolidation of certain JVs during the quarter ended March 27, 2010 did not have an effect on beginning retained earnings since the earnings and losses of these JVs were previously accounted for
under the equity method. The noncash balance sheet effect from the consolidation of these JVs as of the beginning of the nine months ended September 25, 2010 was as follows:

Increase (decrease)

in Asset, Liability or Equity

(Amounts are in thousands)

Trade receivables

$ 1,976

Prepaid expenses

316

Other noncurrent assets

(39,331)

Property, plant and equipment

132,311

Accounts payable

1,957

Accrued expenses - other

487

Long-term debt

55,837

Noncontrolling interests

36,991

As of September 25, 2010, the carrying
amounts of the assets and liabilities of the consolidated JVs, including previously consolidated JVs, were $237,095,000 and $132,957,000, respectively. The Companys debt results primarily from the consolidation of certain JVs. The assets are
owned by, and the liabilities are obligations of, the JVs, not the Company, except for a portion of the long-term debt guaranteed by the Company. The long-term debt maturities range from January 2011 through January 2015 and have either
(1) fixed interest rates ranging from 4.5% to 5.3% or (2) variable interest rates based on a LIBOR index plus basis points ranging from 110 basis points to 250 basis points. Total earnings attributable to noncontrolling interests for the
three and nine months ended September 25, 2010 and September 26, 2009 were immaterial. The Companys involvement with these JVs does not have a significant effect on the Companys financial condition, results of operations or
cash flows.

10

Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

Overview

The Company is primarily engaged in the retail
food industry, operating supermarkets in Florida, Georgia, South Carolina, Alabama and Tennessee. As of September 25, 2010, the Company operated 1,023 supermarkets, 11 convenience stores, 118 liquor stores and 37 Crispers restaurants.

Liquidity and Capital Resources

Cash and cash equivalents, short-term investments and long-term investments totaled $3,438.3 million as of September 25, 2010, as compared with $2,567.5 million as of December 26, 2009.

Net cash provided by operating activities

Net cash provided by operating activities was $1,758.4 million for the nine months ended September 25, 2010, as
compared with $1,689.5 million for the nine months ended September 26, 2009. Any net cash in excess of the amount needed for current operations is invested in short-term and long-term investments.

Net cash used in investing activities

Net cash used in investing activities was $1,202.5 million for the nine months ended September 25, 2010, as compared with $725.8 million for the nine months ended September 26, 2009. For the
nine months ended September 25, 2010, the primary use of net cash in investing activities was funding capital expenditures and net increases in investment securities. Capital expenditures totaled $353.7 million. These expenditures were incurred
in connection with the opening of 25 new supermarkets (including 11 replacement supermarkets) and remodeling 80 supermarkets. Sixteen supermarkets were closed during the same period. Replacement supermarkets opened during the nine months ended
September 25, 2010 replaced 10 of the 16 supermarkets closed during the same period and one supermarket closed in 2009. The remaining supermarkets closed during the nine months ended September 25, 2010 will be replaced on site in
subsequent periods. An additional 0.6 million square feet were added in the nine months ended September 25, 2010, a 1.2% increase. Expenditures were also incurred for new or enhanced information technology hardware and applications. For
the same period, the payment for investments, net of the proceeds from the sale and maturity of such investments, was $851.0 million.

For the nine months ended September 26, 2009, the primary use of net cash in investing activities was funding capital expenditures and net increases in investment securities. Capital expenditures
totaled $549.8 million. These expenditures were incurred in connection with the opening of 31 new supermarkets (including seven replacement supermarkets) and remodeling 62 supermarkets. Fourteen supermarkets were closed during the same period.
Replacement supermarkets opened during the nine months ended September 26, 2009 replaced six of the 14 supermarkets closed during the same period and one supermarket closed in 2008. Four of the remaining supermarkets closed during the nine
months ended September 26, 2009 were replaced in subsequent periods and the other four were not replaced. One of the four replacement supermarkets opened in subsequent periods was replaced on site. An additional 0.9 million square feet
were added in the nine months ended September 26, 2009, a 1.9% increase. Expenditures were also incurred for the construction of a second data center, expansion of warehouses and new or enhanced information technology hardware and applications.
For the same period, the payment for investments, net of the proceeds from the sale and maturity of such investments, was $179.5 million.

Capital expenditure projection

Capital expenditures for the remainder of 2010 are expected to be approximately $201 million, primarily consisting of new supermarkets, remodeling certain existing supermarkets and new or enhanced
information technology hardware and applications. This capital program is subject to continuing change and review. In the normal course of operations, the Company replaces supermarkets and closes supermarkets that are not meeting performance
expectations. The impact of future supermarket closings is not expected to be material.

11

Net cash used in financing
activities

Net cash used in financing activities was $518.1 million for the nine months ended
September 25, 2010, as compared with $722.7 million for the nine months ended September 26, 2009. The primary use of net cash in financing activities was funding net common stock repurchases and payment of the annual cash dividend. Net
common stock repurchases totaled $161.5 million for the nine months ended September 25, 2010, as compared with $408.3 million for the nine months ended September 26, 2009. The Company currently repurchases common stock at the
stockholders request in accordance with the terms of the Companys Employee Stock Purchase Plan (ESPP), 401(k) Plan, Employee Stock Ownership Plan (ESOP) and Non-Employee Directors Stock Purchase Plan (Directors Plan). The amount of
common stock offered to the Company for repurchase is not within the control of the Company, but is at the discretion of the stockholders. The Company expects to continue to repurchase its common stock, as offered by its stockholders from time to
time, at its then current value for amounts similar to those in prior years. However, such purchases are not required and the Company retains the right to discontinue them at any time.

Dividends

The Company paid an annual cash dividend
on its common stock of $0.46 per share or $364.1 million, on June 1, 2010 to stockholders of record as of the close of business April 30, 2010. In 2009, the Company paid an annual cash dividend on its common stock of $0.41 per share or
$325.3 million.

Cash requirements

In 2010, the cash requirements for current operations, capital expenditures and common stock repurchases are expected to be financed by internally generated funds or liquid assets. Based on the
Companys financial position, it is expected that short-term and long-term borrowings would be available to support the Companys liquidity requirements, if needed.

Results of Operations

Sales

Sales for the three months ended September 25, 2010 were $6.0 billion as compared with $5.8 billion for the three
months ended September 26, 2009, an increase of $206.1 million or a 3.5% increase. The Company estimates that its sales increased $48.6 million or 0.8% from new supermarkets (excluding replacement supermarkets) and $157.5 million or 2.7% from
comparable store sales (supermarkets open for the same weeks in both periods, including replacement supermarkets). Sales for the nine months ended September 25, 2010 were $18.8 billion as compared with $18.2 billion for the nine months ended
September 26, 2009, an increase of $546.0 million or a 3.0% increase. The Company estimates that its sales increased $200.0 million or 1.1% from new supermarkets and $346.0 million or 1.9% from comparable store sales. Sales for supermarkets
that are replaced on site are classified as new supermarket sales since the replacement period for the supermarket is generally 9 to 12 months. Comparable store sales for the three and nine months ended September 25, 2010 have improved but
continue to be impacted by the difficult economy.

Gross profit

Gross profit (sales less cost of merchandise sold) as a percentage of sales was 27.7% and 27.6% for the three months ended
September 25, 2010 and September 26, 2009, respectively. Gross profit as a percentage of sales was 28.1% and 27.9% for the nine months ended September 25, 2010 and September 26, 2009, respectively. Gross profit as a percentage of
sales for the three and nine months ended September 25, 2010 as compared with the three and nine months ended September 26, 2009 remained relatively unchanged.

Operating and administrative expenses

Operating and
administrative expenses as a percentage of sales were 21.7% and 22.3% for the three months ended September 25, 2010 and September 26, 2009, respectively. Operating and administrative expenses as a percentage of sales were 21.2% and 21.6%
for the nine months ended September 25, 2010 and September 26, 2009, respectively. The decreases in operating and administrative expenses as a percentage of sales for the three and nine months ended September 25, 2010 as compared with
the three and nine months ended September 26, 2009 were primarily due to decreases in facilities costs.

12

Investment income, net

Investment income, net was $22.0 million and $21.9 million for the three months ended
September 25, 2010 and September 26, 2009, respectively. Investment income, net for the three months ended September 25, 2010 as compared with the three months ended September 26, 2009 remained relatively unchanged. Investment
income, net was $70.2 million and $46.7 million for the nine months ended September 25, 2010 and September 26, 2009, respectively. The increase in investment income, net for the nine months ended September 25, 2010 as compared with
the nine months ended September 26, 2009 was primarily due to a decrease in OTTI losses on AFS securities. There were no OTTI losses on equity securities for the three months ended September 25, 2010 and September 26, 2009 and for the
nine months ended September 25, 2010. The Company recorded OTTI losses on equity securities of $19.3 million for the nine months ended September 26, 2009. There were no OTTI losses on debt securities for the three and nine months ended
September 25, 2010 and September 26, 2009.

Income taxes

The effective income tax rate was 35.4% and 33.6% for the three months ended September 25, 2010 and
September 26, 2009, respectively. The net increase in the effective income tax rate for the three months ended September 25, 2010 as compared with the three months ended September 26, 2009 was primarily due to earnings before income
tax expense increasing at a faster rate than increases in dividends paid to ESOP participants, tax exempt interest and deductions for manufacturing production costs. The effective income tax rate was 34.5% and 34.4% for the nine months ended
September 25, 2010 and September 26, 2009, respectively. The effective income tax rate for the nine months ended September 25, 2010 as compared with the nine months ended September 26, 2009 remained relatively unchanged.

Net earnings

Net earnings were $283.2 million or $0.36 per share and $254.9 million or $0.32 per share for the three months ended September 25, 2010 and September 26, 2009, respectively. The increase in net
earnings for the three months ended September 25, 2010 as compared with the three months ended September 26, 2009 was primarily due to an increase in gross profit partially offset by an increase in the effective income tax rate. Net
earnings were $996.0 million or $1.27 per share and $877.3 million or $1.11 per share for the nine months ended September 25, 2010 and September 26, 2009, respectively. The increase in net earnings for the nine months ended
September 25, 2010 as compared with the nine months ended September 26, 2009 was primarily due to increases in gross profit and investment income, net and decreases in facilities costs.

13

Forward-Looking Statements

From time to time, certain information provided by the Company, including written or oral statements made
by its representatives, may contain forward-looking information as defined in Section 21E of the Securities Exchange Act of 1934. Forward-looking information includes statements about the future performance of the Company, which is based on
managements assumptions and beliefs in light of the information currently available to them. When used, the words plan, estimate, project, intend, believe and other similar
expressions, as they relate to the Company, are intended to identify such forward-looking statements. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially from those
statements including, but not limited to, the following: competitive practices and pricing in the food and drug industries generally and particularly in the Companys principal markets; results of programs to increase sales, including
private-label sales; results of programs to control or reduce costs; changes in buying, pricing and promotional practices; changes in shrink management; changes in the general economy; changes in consumer spending; changes in population, employment
and job growth in the Companys principal markets; and other factors affecting the Companys business in or beyond the Companys control. These factors include changes in the rate of inflation, changes in state and federal legislation
or regulation, adverse determinations with respect to litigation or other claims, ability to recruit and retain employees, increases in operating costs including, but not limited to, labor costs, credit card fees and utility costs, particularly
electric utility costs, ability to construct new supermarkets or complete remodels as rapidly as planned and stability of product costs. Other factors and assumptions not identified above could also cause the actual results to differ materially from
those set forth in the forward-looking statements. The Company assumes no obligation to publicly update these forward-looking statements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

The Company does not utilize financial instruments for trading or other speculative purposes, nor does it utilize leveraged financial instruments. There have been no material changes in the market risk
factors from those disclosed in the Companys Form 10-K for the year ended December 26, 2009.

Item 4.

Controls and Procedures

As of the end of the period covered by this quarterly report, the Company carried out an evaluation, under the supervision and with the participation of the Companys management, including the
Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon this evaluation, the Chief
Executive Officer and Chief Financial Officer each concluded that the Companys disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SECs rules and forms, and that such information has been accumulated and communicated to the
Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure. There have been no changes in the Companys internal control
over financial reporting identified in connection with the evaluation that occurred during the quarter ended September 25, 2010 that have materially affected, or are reasonably likely to materially affect, the internal control over financial
reporting.

14

PUBLIX SUPER
MARKETS, INC.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

As reported in the Companys Form 10-K for the year ended December 26, 2009, the Company is a party in various legal claims and actions considered in the normal course of business. In the
opinion of management, the ultimate resolution of these legal proceedings will not have a material adverse effect on the Companys financial condition, results of operations or cash flows.

Item 1A.

Risk Factors

There have been no material changes in the risk factors from those disclosed in the Companys Form 10-K for the year ended December 26, 2009.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Shares of common
stock repurchased by the Company during the three months ended September 25, 2010 were as follows (amounts are in thousands, except per share amounts):

Common stock is made available for sale only to the Companys current employees through the Companys ESPP and 401(k) Plan. In addition,
common stock is made available under the ESOP. Common stock is also made available for sale to members of the Companys Board of Directors through the Directors Plan. The Company currently repurchases common stock subject to certain terms and
conditions. The ESPP, 401(k) Plan, ESOP and Directors Plan each contain provisions prohibiting any transfer for value without the owner first offering the common stock to the Company.

The Companys common stock is not traded on any public stock exchange. The amount of common stock offered to the
Company for repurchase is not within the control of the Company, but is at the discretion of the stockholders. The Company does not believe that these repurchases of its common stock are within the scope of a publicly announced plan or program
(although the terms of the plans discussed above have been communicated to the participants). Thus, the Company does not believe that it has made any repurchases during the three months ended September 25, 2010 required to be disclosed in the
last two columns of the table.

15

Item 3.

Defaults Upon Senior Securities

Not Applicable.

Item 4.

Reserved

Item 5.

Other Information

Not Applicable.

Item 6.

Exhibits

31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Site Links

Based on public records. Inadvertent errors are possible. Getfilings.com does not guarantee the accuracy or timeliness of any information on this site. Use at your own risk.
This website is not associated with the SEC.